Last checked at 28 Oct 2015 08:25
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
28 October 2015
Trinity Mirror plc
Results of Placing
Trinity Mirror plc ("Trinity Mirror" or the "Company") is pleased to announce the successful completion of the placing of ordinary shares announced earlier today (the "Placing").
A total of 22,398,041 new ordinary shares of ten pence each in Trinity Mirror (the "Placing Shares") have been placed by Numis Securities Limited ("Numis") and Barclays Bank PLC, acting through its investment bank ("Barclays" and, together with Numis, the "Bookrunners") at a price of 158 pence per Placing Share, with existing and new institutional investors, raising total gross proceeds of approximately £35.4 million for the Company. The Placing Shares being issued represent approximately 8.7 per cent of the issued ordinary share capital of Trinity Mirror prior to the Placing. Applications have been made to the Financial Conduct Authority ("FCA") for admission of the Placing Shares to the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares to trading on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around 8.00 a.m. on 30 October 2015 and that dealings in the Placing Shares will commence at that time, at which time the Placing will become unconditional.
Aberforth Partners on behalf of its clients has participated as a placee in the Placing in respect of 4,400,000 new ordinary shares for a total consideration of £7.0 million. Aberforth Partners is a related party of the Company for the purposes of the Listing Rules by virtue of their clients holding in excess of 10 per cent. of the Company's issued share capital. The entry into the Placing of Aberforth Partners on behalf of its clients constitutes a smaller related party transaction for the purposes of 11.1.10R of the Listing Rules.
Following the Placing, the Company's issued share capital consists of 280,088,561 Ordinary Shares with a nominal value of 10 pence carrying one vote each. Therefore, the total voting rights in the Company are 280,088,561. The Company does not hold any Ordinary Shares in treasury.
Director participation
The participation of Directors of Trinity Mirror who have taken up Placing Shares at the Placing Price is as follows:
Director | Interest in Ordinary Shares | Aggregate value of Ordinary Shares acquired (£) | Number of Ordinary Shares acquired | Interest in Ordinary Shares following the Placing | Resulting holding of Ordinary Shares as % of enlarged issued share capital |
David Grigson | 200,000 | 31,600 | 20,000 | 220,000 | 0.1% |
Simon Fox | 62,659 | 39,500 | 25,000 | 87,659 | |
Vijay Vaghela | 502,873 | 39,500 | 25,000 | 527,873 | 0.2% |
Jane Lighting | 34,800 | 0 | 0 | 34,800 | |
Lee Ginsberg | 0 | 15,800 | 10,000 | 10,000 | |
David Kelly | 0 | 15,800 | 10,000 | 10,000 | |
Helen Stevenson | 10,000 | 39,500 | 25,000 | 35,000 |
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IMPORTANT NOTICES
This announcement has been issued by, and is the sole responsibility of, the Company.
This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with EU Directive 2003/71/EC and amendments thereto) to be published. Persons needing advice should consult an independent financial adviser.
The distribution of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This Announcement does not constitute an offer of securities for sale, or the solicitation or invitation of any offer to buy or subscribe for or underwrite or otherwise acquire securities in the United States or any other jurisdiction in which such offer or solicitation is unlawful. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or otherwise transferred in or into the United States except in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any US regulatory authority, nor have such authorities reviewed or passed upon the adequacy or accuracy of this Announcement. Any representation to the contrary is a criminal offence in the United States. No public offering of securities by the Company is being, or will be, made within the United States.
This announcement contains (or may contain) statements that are, or may be deemed to be, "forward-looking statements". Forward-looking statements are based on current expectations and projections about future events and other matters that are not historical fact. These forward-looking statements are sometimes identified by the use of a date in the future or forward-looking terminology, including, but not limited to, the words "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect", "may", "target", "project", "will", "could" or "should" or, in each case, their negative or other variations or words of similar meaning. These forward-looking statements include matters that are not historical facts and include statements that reflect the Directors' intentions, beliefs and current expectations. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future or are beyond Trinity Mirror's control. They are not guarantees of future performance and are based on one or more assumptions.
Forward-looking statements contained in this announcement apply only as at the date of this announcement. Subject to any obligations under the Listing Rules and the Disclosure Rules and Transparency Rules or any other applicable law or regulation, Trinity Mirror undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as joint bookrunner to the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing and/or any other transaction or arrangement referred to or contained in this announcement.
Barclays Bank PLC, acting through its investment bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as joint bookrunner for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for providing advice in relation to the Placing or any other transaction or arrangement referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Numis or Barclays by FSMA or the regulatory regime established thereunder, or any other applicable regulatory regime, neither Numis nor Barclays nor any of their respective affiliates accept any responsibility or liability whatsoever for, and make no representation or warranty, express or implied in relation to, the contents of this announcement, including its accuracy, fairness, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing, the Ordinary Shares or the Placing Shares. Each of Numis, Barclays and their respective affiliates accordingly disclaims any and all responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), in respect of this announcement or any such statement or otherwise.
Any indication in this announcement of the price at which Placing Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The price of shares and any income expected from them may go down as well as up, and upon disposal of the shares investors may not get back the full amount invested. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.